Common use of Non-Solicitation and Non-Competition Clause in Contracts

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees(a) For consideration provided under this Agreement, including but not limited to the extent permitted by applicable law, that in the event Company's agreement to provide Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of with Confidential Information regarding the Company to leave his employment either and the Company's business, Executive agrees that while employed by the Company and for Executive or for any other entity or personone year following a Covered Termination that does not occur following a Change of Control, or (ii) he shall not, without the express prior written consent of the Company, directly or indirectly engage inindirectly, enter the employ(i) hire or induce, have entice or solicit (or attempt to induce entice or solicit) any ownership interest in, or participate in any entity that as employee of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold of its affiliates or ventures to leave the employment of the Company or any of its affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its affiliates or ventures with whom Executive had any actual contact while employed at the Company. (b) Additionally, for consideration provided under this Agreement, including but not limited to the Company's agreement to provide Executive with Confidential Information regarding the Company and the Company's business, Executive agrees that while employed by the Company or under development by and for one year following a Covered Termination that does not occur following a Change of Control, he will not, without the prior written consent of the Company; provided, howeveracting alone or in conjunction with others, either directly or indirectly, engage in any business that ownership of less than one percent is in competition with the Company or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company. (1%c) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants restrictions contained in this Section 3(d) hereof shall be construed as Paragraph 8 are limited to a series of separate covenants, one for each country, province, state, city or other political subdivision 50-mile radius around any geographical area in which the Company currently engages (or has definite plans to engage) in operations or the marketing of its business or, during products or services at the term time of a Covered Termination. (d) Executive acknowledges that these restrictive covenants under this Agreement, becomes engaged for which Executive received valuable consideration from the Company as provided in its business. Except for geographic coveragethis Agreement, each such separate covenant shall be deemed identical in terms including but not limited to the covenant contained in this Section 3(d). If, in any judicial proceeding, a court refuses Company's agreement to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement provide Executive with Confidential Information regarding the Company and the Company's business are ancillary to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the otherwise enforceable provisions of this Section 3(d) Agreement that the consideration provided by the Company gives rise to the Company's interest in restraining Executive from competing and that the restrictive covenants are deemed designed to exceed the enforce Executive's consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographic geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or scope limitations permitted by applicable lawother legitimate business interests of the Company, then such provisions shall be reformed including but not limited to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable lawCompany's need to protect its Confidential Information.

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event the Executive receives severance pay or other benefits pursuant to Sections 3(a) and (bc) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (bc), will not (i) either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage or take away any employee of the Company or cause an employee to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The In the event Executive violates the provisions of clause (ii) will not apply this Section 4(b), all severance pay and other benefits pursuant to Executive to the extent Executive is providing services or residing in the State of CaliforniaSection 3 shall cease immediately. The covenants contained in this Section 3(d4(b) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d4(b). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d4(b) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) above, for a period equal to the twelve (12) consecutive month period Severance Period or the CIC Severance Period, as applicable, immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary Executive’s termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (iib) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d4(b) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d4(b). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d4(b) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) and 3 (b) above, for the twelve twenty-four (1224) consecutive month period immediately following the date of Executive’s terminationthe closing of the Change of Control, Executive, as a condition to receipt of severance pay pay, accelerated vesting, and benefits under Sections 3(a) and (b3(b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees, The receipt of any Shares pursuant to this award will be subject to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) aboveGrantee, for the twelve (12) consecutive month period immediately following of his or her employment with the date Company and for a period the greater of Executive’s terminationeither, Executivetwenty-four months or such period of time set forth in the Grantee's associate agreement, as a condition to receipt after the termination of severance pay and benefits under Sections 3(a) and (b)his or her employment with the Company, will not not: (i) either directly or indirectlyindirectly soliciting customers of the Company in an attempt to have such customers cease their relationship with the Company, solicit, induce, recruit, encourage (ii) soliciting any employee of the Company to leave his for employment either for Executive or for with any employer other entity or personthan the Company, or (iiiii) without the express written consent of the Company, directly or indirectly engage engaging in, enter the employ, have having any ownership interest in, in or participate participating in any entity that as of the date of involuntary termination, engages is engaged in the design, development, manufacture, production, marketing, sale any activities or servicing of any product which offers products or the provision of any service that competes services which are or may be deemed to be competitive with any service those products and services offered by the Company or any product sold of its Affiliates (a "Competitive Business") unless otherwise expressly approved in writing by the Company. The term "Competitive Business" is defined as a business providing brokerage, advisory, custodial and wealth management services to the public, including, but not limited to, services, products and technology to support retail (long term investor or active trader) or institutional trading and investing platforms and Registered Investment Advisor custodial business products and services and also includes any such other business formally proposed to be offered to the public by the Company during the twelve (12) month period immediately prior to the date of termination. To the extent the Grantee has violated any term and condition of this paragraph 9, the PRSUs prior to settlement shall be forfeited pursuant to paragraph 7 and if Shares of Company Stock have already been issued to the Grantee, then the Grantee shall be required to either return the Shares or under development forfeit any gain recognized by the Company; provided, however, that ownership of less than one percent (1%) of Grantee from the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d). If, in any judicial proceeding, a court refuses to enforce any sale of such separate covenants (or any part thereof)Shares, then such unenforceable covenant (or such part) shall be eliminated from this Agreement to as directed by the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforcedCommittee. In the event that any of the provisions of this Section 3(d) are paragraph 9 should ever be deemed to exceed the timescope and duration limitations permitted by applicable laws, geographic or scope then such provisions will and are hereby reformed to the maximum limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event Executive receives severance pay or other benefits pursuant to Sections Section 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections Section 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d3(c) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d3(c). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d3(c) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees11.1 The PC recognizes and acknowledges that INMD will incur substantial costs in providing the equipment, support services, personnel, management, administration and other services that are the subject of this Agreement. The parties also recognize that the services to be provided by INMD will be feasible only if the extent permitted by applicable law, PC operates an active practice to which the Employee-Physicians devote their full professional time and attention. PC agrees that in the event Executive receives severance pay or other benefits pursuant to Sections 3(a) non-competition and (b) above, non-solicitation covenants described hereunder are necessary for the twelve (12) consecutive month period immediately following the date protection of Executive’s terminationINMD, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will that INMD would not (i) either directly or indirectly, solicit, induce, recruit, encourage any employee of the Company to leave his employment either for Executive or for any other entity or person, or (ii) enter this Agreement without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent following covenants: (1%a) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during During the term of this Agreement, becomes engaged PC shall not establish, operate or provide Infertility Services at a medical office, clinic or other health care facility other than as provided for in this Agreement. (b) During the Term of this Agreement, and for a period of two years from the date it is terminated, PC shall not directly or indirectly own, manage, operate, control, contract with, be associated with or lend its business. Except or its shareholders' names to, or maintain any interest whatsoever in any enterprise (i) which provides, distributes, promotes or advertises any type of management or administrative services in competition with INMD; or (ii) which offers any type of service or product to third parties substantially similar to those offered by INMD. (c) During the term of this Agreement, and for geographic coveragetwo years from the date of termination, each PC shall not hire, attempt to hire, contract or solicit for hiring or consultancy, any employee of INMD, or form a corporation, partnership or joint venture or other entity with any such separate covenant shall be deemed identical in terms employee, who is currently employed by INMD or had been employed by INMD within one (1) year prior to the covenant contained in termination of this Section 3(d). If, in Agreement; except that this restriction shall not apply with respect to any judicial proceeding, a court refuses employee of PC who was an employee of PC immediately prior to enforce any the execution of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement and becomes an employee of INMD subsequent to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions execution of this Section 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable lawAgreement.

Non-Solicitation and Non-Competition. Executive Employee agrees, to the extent permitted by applicable law, that in the event Executive Employee receives severance pay or other benefits pursuant to Sections Subsection 3(a) and (b) above, for the [ENTER six (6) OR twelve (12) )] consecutive month period immediately following the date of ExecutiveEmployee’s termination, ExecutiveEmployee, as a condition to receipt of severance pay and benefits under Sections Subsection 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, recruit, or encourage any employee of the Company to leave his employment either for Executive Employee or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The provisions of clause (ii) will not apply to Executive to the extent Executive is providing services or residing in the State of California. The covenants contained in this Section Subsection 3(d) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section Subsection 3(d). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section Subsection 3(d) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

Non-Solicitation and Non-Competition. Executive agrees, to the extent permitted by applicable law, that in the event the Executive receives severance pay or other benefits pursuant to Sections 3(a) and (b) above, for the twelve (12) consecutive month period immediately following the date of Executive’s termination, Executive, as a condition to receipt of severance pay and benefits under Sections 3(a) and (b), will not (i) either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage or take away any employee of the Company or cause an employee to leave his employment either for Executive or for any other entity or person, or (ii) without the express written consent of the Company, directly or indirectly engage in, enter the employ, have any ownership interest in, or participate in any entity that as of the date of involuntary termination, engages in the design, development, manufacture, production, marketing, sale or servicing of any product or the provision of any service that competes with any service offered by the Company or any product sold by the Company or under development by the Company; provided, however, that ownership of less than one percent (1%) of the outstanding stock of any publicly traded corporation will not be deemed to be violative of the restrictive covenant set forth in this paragraph. The In the event Executive violates the provisions of clause (ii) will not apply this Section 4(b), all severance pay and other benefits pursuant to Executive to the extent Executive is providing services or residing in the State of CaliforniaSection 3 shall cease immediately. The covenants contained in this Section 3(d4(b) hereof shall be construed as a series of separate covenants, one for each country, province, state, city or other political subdivision in which the Company currently engages in its business or, during the term of this Agreement, becomes engaged in its business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in this Section 3(d4(b). If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 3(d4(b) are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.